Cheeley Investments, Lp v. John Zambetti
332 Ga. App. 115
Ga. Ct. App.2015Background
- JRD (managed by Zambetti) entered a purchase agreement to buy Gwinnett County land from Cheeley Investments and related sellers; closing extended to Nov. 14, 2008, by amendment.
- JRD failed to close and on Dec. 4, 2008 filed a declaratory-judgment action concerning escrow funds.
- That same day, Robert Cheeley testified Zambetti told him the suit was a delay tactic, that JRD still planned to close, and that Zambetti would pay Cheeley Investments’ legal fees; Cheeley accepted the promise and emailed his attorney corroborating the conversation.
- Zambetti allegedly reiterated the promise at a Dec. 19, 2008 meeting in the presence of others, including Edward Breedlove.
- Cheeley Investments sued Zambetti for breach of contract and, alternatively, promissory estoppel; the trial court granted Zambetti summary judgment, and Cheeley Investments appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Zambetti’s oral promise to pay attorneys’ fees is an enforceable contract | Cheeley: oral promise was definite (attorney fees/expenses), supported by consideration (forbearance/continued negotiations), and enforceable | Zambetti: promise lacked definite price term and thus was unenforceable for indefiniteness | Reversed summary judgment — fact issues exist on formation, consideration, and definiteness so jury could find an enforceable contract |
| Whether promissory estoppel applies if contract unenforceable | Cheeley: promise reasonably induced forbearance and continued negotiations; reliance was reasonable and caused harm | Zambetti: promise too vague for enforcement under promissory estoppel | Reversed summary judgment — issues of promise, reasonable reliance, and injustice are for the jury |
| Whether claims are barred by res judicata/collateral estoppel | Cheeley: not previously adjudicated against Zambetti personally | Zambetti: prior litigation precludes relitigation (right-for-any-reason) | Court rejected preclusion: Zambetti was not a party to the earlier suit, so identity-of-parties element fails |
| Whether court may affirm summary judgment on any alternative ground | Cheeley: trial court ruled on preclusion and rejected it | Zambetti: appellate court may affirm if any correct legal ground supports the judgment | Rejected here — alternative grounds either were considered and denied or do not apply; summary judgment reversal stands |
Key Cases Cited
- Johnson v. Omondi, 294 Ga. 74 (standards for reviewing summary judgment)
- Jones v. White, 311 Ga. App. 822 (definiteness and corroborating writings can make oral fee promises enforceable)
- Sylar v. Hodges, 250 Ga. App. 42 (parties may contract to recover attorney fees)
- Evans v. Merrill Lynch Business Fin. Svcs., 213 Ga. App. 808 (forbearance can supply consideration for a new promise)
- Mann Electric Co. v. Webco Southern Corp., 194 Ga. App. 541 (forbearance and continued performance can be consideration)
- Ambrose v. Sheppard, 241 Ga. App. 835 (elements of promissory estoppel and that reasonable reliance is generally a jury question)
- Magnetic Resonance Plus, Inc. v. Imaging Systems Intl., 273 Ga. 525 (contracts providing for recovery of reasonable attorney fees are enforceable)
- Abellera v. Williamson, 274 Ga. 324 (appellate doctrine that summary judgment may be affirmed for any correct reason)